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8. Cerdos Voladores Beer Festival: We are working to create the Cerdos Voladores Beer Festival, our own festival with good music, good food and of course, great beer. You are all invited!
As soon as we open our investment opportunity on the Crowdcube platform, we will email you so that you can pledge your investment.
Crowdcube is the world’s leading equity crowdfunding platform who have supported hundreds of companies including Brewdog and Monzo from over 900,000 registered investors worldwide. Crowdcube allows us to have hundreds of investors, managing the investment process in a secure, digital platform, regulated by the UK’s Financial Conduct Authority.
What is equity crowdfunding?
By making an investment through an equity crowdfunding platform such as Crowdcube, you are buying shares in the Barcelona Beer Company with the prospect of the company's value increasing over time. If all goes well, you will be able to "exit" (i.e. sell your shares) at a higher valuation than when you invested, so that you not only recover your investment but also make a profit.
I haven't heard of equity crowdfunding, is it a common formula?
Equity crowdfunding is a relatively recent but already widespread form of investment in markets such as the United States or the United Kingdom. It was created with the intention that people who would like to invest in young companies but are not professional investors as such can find a regulated channel to do so. Increasingly, consumer brands that have a very customer-centric philosophy are using this funding formula so that the companies' own customers can support their growth and share in the company's future success.
Many companies still do not use it for fear of sharing data with their customers or because they think customers will not understand: we, on the contrary, think that the possibility of counting on customers as investors are not only fantastic so that all those who support the project can obtain a return on the company's success, but it is also extremely enriching for companies.
What exactly is the investment process?
By investing through Crowdcube, you will become a shareholder of Barcelona Beer Company. The shares you acquire will depend on the amount you invest. Once your investment has been processed, you will receive a certificate of participation and will be listed as a partner of Barcelona Beer Company.
These are long-term investments that help companies grow more than they would if they were financed through traditional channels. All investments are made through Crowdcube's nominee, which is the legal representative of the investors. Individual investors hold the economic and political rights to the shares, although the latter will be exercised by the nominee on behalf of all the investors. Using a figure such as a nominee allows us to continue managing the company effectively and as we have done to date, without incorporating thousands of new partners, but one new partner who represents everyone.
What is the difference between investing in a company via equity crowdfunding and investing in the stock market?
Anyone who has ever invested in the stock market already knows what investing is. It really works almost the same way. The only difference between investing in the stock market and investing in a company through equity crowdfunding is that by investing in the stock market you are investing in companies that are listed in a market and the shareholders can sell and buy shares daily. When you invest in an unlisted company you cannot sell your share until the company has a corporate operation (full or partial sale of the company).
Crowdfunding equity platforms are markets that serve to invest in private companies in a transparent manner and without the need for large assets. The main difference with stock market investments is that these are companies in earlier stages (and with more growth potential) and that it is not yet possible to sell the shares to someone else on a secondary market (although Crowdcube has already publicly announced that it is working on this).
Have there been success stories of companies financed by customers through Crowdcube?
Here are some examples of companies financed through Crowdcube that have already offered a return to their investors.
The case of Zank and Fintonic.
The consumer loan marketplace Zank, based in Barcelona, raised 750,000 euros from 255 investors through Crowdcube thanks to two rounds of equity crowdfunding (in 2015 and 2017). In 2018, the financial management platform Fintonic became a shareholder in the company and acquired the shares of its more than 250 investors at a higher price, thus offering a positive return to all its investors.
Repurchase of Revolut shares
In July 2016, just one year after its foundation, the British neo-bank Revolut opened a capital increase in Crowdcube in which it raised over 1 million euros from 433 investors, at the same time as the venture capital firms Balderton Capital and Index Ventures also invested 9 million euros in the company. In April 2018, Revolut received a new investment of 250 million dollars from DST Global, at a valuation of 1.7 billion dollars, with which the neo-bank reached the status of a unicorn. Following this operation, Revolut offered all its investors the possibility of selling their shares to DST Global and multiplying by 19 their initial investment, in less than two years.
The case of Camden Town Brewery and AB InBev.In April 2015, the Camden Town brewery obtained 3.2 million euros through Crowdcube thanks to the support of more than 2,000 investors. At the end of that same year, with just over 5 years of life, the company announced its acquisition by the world's largest brewery company, AB InBev. The operation, formalized in 2016 for about 100 million euros, reported a positive return to all investors in Camden Town.
Mettrr Technologies and the secondary market.
Mettrr Technologies, dedicated to building websites using artificial intelligence, was one of Crowdcube's first success stories, closing a ? 100,000 financing round in March 2012. In 2017, Mettrr became the first company to offer liquidity to its investors through a secondary market in Crowdcube. In this operation, investors were able to sell their shares and multiply their initial investment by 9 after the entry of several business angels in the company.
Who can invest?
To invest in Crowdcube you need to be over 18 years old. You must be a resident in Spain or in a country where you can legally invest in the type of opportunities and the type of investment offered by Crowdcube.
Crowdcube does not advertise its investment opportunities to citizens living in the United States, Canada, Japan or other countries where it would be illegal to promote our investment opportunities. Investors are not required to register or view the opportunities if they reside in those countries.
No shared investments can be made; please ensure that you create your Crowdcube account in your own name. Since the entry into force of the Law for the Promotion of Business Financing, which regulates equity crowdfunding, all users must indicate their investor profile: accredited or non-accredited.
Can a foreign investor invest in Spanish companies?
Yes, this raise is structured with Crowdcube’s nominee so non-Spanish investors can invest in Barcelona Beer Company. If you are a foreigner and want to invest directly, (without using the nominee) it will be necessary for you to obtain a Foreigners' Identification Number (NIE). Bear in mind that if the investment is made through the nominee it is not necessary to obtain a NIE.
Crowdcube works with the nominee system.
With the nominee, as opposed to direct investment, the shares are issued to a legal representative, in this case, Crowdcube Nominees Limited, and the investors have the economic rights.
The nominee is established through a trust agreement, an international figure that separates the legal holder of the shares from the beneficiary of the shares. In other words, the nominee (trustee) is the legal holder of the shares and the only partner appearing in the shareholding (capitalization table) of the companies being funded, while individual investors (beneficiaries) have the economic and political rights to the shares, even if the nominee exercises these rights.
More information here:https://help.crowdcube.com/hc/en-us/articles/206710030
Once I decide to invest, what is the disbursement process like?
From the 29 of May, you will be able to complete the registration to invest and decide the amount. Once the financing round is over (which will last approximately one month), we start the closing process. At that time, all investors will receive an email with the legal summary of the investment in Barcelona Beer Company and you will have 7 days to review the documentation. During this period, you will also be able to withdraw your investment. After the 7 days, payments will be processed and share certificates will be issued.
How can I obtain benefits from my investment?
The most common way to obtain liquidity from your investment is through the future sale of your shares for a higher value than you paid for them. On the other hand, we could also start paying dividends for the annual profits generated. You will likely be able to sell your shares if in the future Barcelona Beer Company goes public, if we are bought by a larger company or if we decide to buy back the investors' shares.
When can I make the decision?
The possibility of investing will be open from 29 May to 27 June 2020. If we extend it, we will let interested persons know so that they can count on it.
What are the risks of investing in companies?
The same as investing in the stock market: that in the future the company will be worth nothing or worth less than it is today. Investing in startups and companies always involves a risk: that you will not recover the money invested because the company goes bankrupt or is worthless, or that you will recover the investment but will not be able to obtain capital gains. Apart from this point, there are no more risks (neither personal, nor legal, nor economic) for you when you make an investment in a company.
What do I get in return for investing?
You will become part of the Barcelona Beer Company family and will get shares in the company in proportion to the amount invested. Also, at Barcelona Beer Company we have set up a system of rewards for investors based on the amount invested, which will allow you to obtain improvements to buy products and/or get more involved in Barcelona Beer Company projects.
How much money can I invest?
From 20 euros (approximately) to 50.000 euros. Always bear in mind that it will be money that we will use at Barcelona Beer Company to make us bigger and that you will not be able to recover it in the very short term (investments in companies are medium and long term projects), so it has to be money that you are comfortable with because you do not need it in your daily life.
Can I invest directly in the Barcelona Beer Company without using Crowdcube?
This option will only be available for investments over 20,000 euros. Investors of this amount will be incorporated as direct partners of Barcelona Beer Company.
Can I see additional information about the company?
Yes: on our Crowdcube page, once you register, you will be able to download additional documentation to see more specific business metrics and data, as well as our "secret plans" for the future and more specific investment destinations. Besides, investors who plan to contribute 3,000 euros or more can request a summarized version of the Business Plan for the next two years from us at firstname.lastname@example.org.
What is the current valuation of the company?
The current valuation of the company, and on which this capital increase is based, is 6.000.000 euros.
Who are your current investors and what percentage do they have of the company?
In our current investment table, the company's directors together account for approximately 65% of the company. The remaining 35% is distributed among top-level national and international personal partners linked to the world of business, finance, and investment. We are very proud of our shareholders, as they are people who believe in the project and trust the management team to take it to the next level. From now on, we hope to be able to count on you as well.
Can I see with examples what a possible return on my investment would be?
Return via the sale of the company: it works exactly the same as when investing in the stock market. From the current valuation of the company, the capital gain is calculated on the valuation of the company on the day it is sold.
Depending on the valuation of Barcelona Beer Company in a few years, some examples would be
- If Barcelona Beer Company were worth 0, each investor would lose the investment he has made.
- If Barcelona Beer Company were worth the same as today, each investor would get the same amount they have invested.
- If Barcelona Beer Company was worth 12 million euros, approximately every investor would multiply his investment by 2. (If you invest 100 euros you will get 200 euros, if you invest 5,000 euros you will get 10,000 euros.
- If Barcelona Beer Company was worth 30 million Euros, approximately every investor would multiply his investment by 5. (If you invest 100 euros you would get 500 euros, if you invest 5,000 euros you would get 25,000 euros).
- If Barcelona Beer Company was worth 60 million Euros, approximately every investor would multiply his investment by 10. (If you invest 100 Euros you would get 1,000 Euros, if you invest 5,000 Euros you would get 50,000 Euros).
Return via dividends: it works exactly the same as when investing in the stock market. If annual dividends are distributed from profits, each partner gets the proportional part of their share in the company's capital. In the case of profit, this is decided in the first six months of each year, and the investor receives a dividend in his bank account.
Will I be able to sell my shares regardless of a future sale of Barcelona Beer Company?
You will be able to sell your shares if Barcelona Beer Company is bought by another company or if we decide to buy back the investors' shares, but there is also the possibility of selling them to another private investor who wants to buy them. If you find a buyer, you will have to provide Crowdcube with all the information about the sale and purchase and about the buyer. A transfer of the economic rights to the shares would then be made under the nominee (legal representative of the investors). This process is still at an early stage, although Crowdcube is expected to launch it on the market soon.
How will it work operationally to be a partner of Barcelona Beer Company through Crowdcube?
All customers and friends who want to join this investment will have a single legal representative: the Crowdcube nominee. The nominee will be in charge of distributing any return or dividend among the investors and will exercise the voting rights of the investors in the direction decided by the majority of them.
Do I have any rights, or can I give my opinion on anything?
Of course, exactly the same as all the other investors in the company. The economic and political rights fall to the investor, although the latter is exercised by Crowdcube's nominee. In practice, this means that the moment we inform Crowdcube of a matter that requires the acceptance of the partners, Crowdcube will ask all the investors included in the nominee via email and will act per what the majority of them decide. The nominee will also distribute any financial returns to all partners. Besides, we will make available to our client-partners specific communication channels where they can ask us their doubts and/or share their impressions and suggestions. If we are always interested in receiving feedback from our clients, even more so if they are also partners!
Will I be able to attend Board meetings or company meetings?
Only the appointed directors (between 5 and 7) can attend the Board meetings, and the representative appointed by the nominee of Crowdcube to represent the partner clients of Barcelona Beer Company will attend the Board meetings.
Does it have any extra cost for me, beyond the investment?
Each investment is associated with a commission of 1.5% of the money invested, with a minimum of £ 0.50 and a maximum of £ 250.You can find more information about the “investment fee” here: https://help.crowdcube.com/hc/en-us/articles/360001527460-What-are-the-fees-for-investing-on-the-platform- .
We also recommend that you ask your bank about the currency exchange rate from pounds to euros (this fee changes according to each bank).
Should I make this investment into account when I file my income tax return or when I deal with the tax authorities?
In your dealings with the Inland Revenue, you should only take this investment into account if you obtain a return on it in the future, from distribution of dividends or from a capital gain on a sale, as in any investment. In any other circumstances, you will not have to do anything or present anything.
Is there any kind of tax or exemption if I make this investment?
Unfortunately, there is not. Investments made through platforms such as Crowdcube could be tax-exempt as long as the company is less than three years old. Barcelona Beer Company was established in January 2012 and therefore we have already exceeded that limit.
Is there a Partners Pact in the company?
Yes, there is a previous Partners Agreement that regulates and protects all the rights of the minority partners of the company. The customer-partners who enter through Crowdcube will subscribe to this Partners' Agreement.
Risk Warning: Investing in startups and early-stage companies carries risks, including illiquidity, lack of dividends, loss of investment and dilution, and should be done as part of a diversified portfolio. This financial promotion has been approved by Crowdcube, a participatory financing platform authorized by the FCA in the United Kingdom and the CNMV in Spain. Click here for more information https://bit.ly/2RCgMqP
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